ZO Future Group — Declaration of Voting Results & Voting Rights Announcements 2016

Dec 30, 2016

Hong Kong Exchanges and Clearing Limited and the Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [51 x 76] intentionally omitted <==

BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED 伯明翰環球控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 30 DECEMBER 2016

The Board of Directors (the “ Board ”) of Birmingham International Holdings Limited (the “ Company ”) is pleased to announce that at the annual general meeting (the “ AGM ”) of the Company held on 30 December 2016, all the proposed resolutions as set out in the notice of the AGM (the “ Notice ”) dated 28 November 2016 were duly passed as ordinary resolutions by the shareholders of the Company (the “ Shareholders ”) by way of poll.

Details of the poll results in respect of the resolutions are set out as follows:

Ordinary Resolutions	Ordinary Resolutions	Number of Votes(%)	Number of Votes(%)
		For	Against
1.	To receive, consider and adopt the auditedconsolidated financial statements and the reports ofthe directors and the auditor for the year ended 30June 2016.	4,343,399,252(99.98%)	967,000(0.02%)

1

	Ordinary Resolutions	Number of Votes(%)	Number of Votes(%)
		For	Against
2.	(i)To re-elect Mr. Zhao Wenqing as anExecutive Director of the Company.	4,344,366,252(100.00%)	Nil(0.00%)
	(ii) To re-elect Mr. Sue Ka Lok as an ExecutiveDirector of the Company.	4,344,366,252(100.00%)	Nil(0.00%)
	(iii) To re-elect Ms. Chan Yuk Yee as anExecutive Director of the Company.	4,344,366,252(100.00%)	Nil(0.00%)
	(iv) To re-elect Mr. Yiu Chun Kong as anExecutive Director of the Company.	4,344,366,252(100.00%)	Nil(0.00%)
	(v)To re-elect Mr. Zhu Kai as an ExecutiveDirector of the Company.	4,344,366,252(100.00%)	Nil(0.00%)
	(vi) To re-elect Mr. To Yan Ming, Edmond as anIndependent Non-executive Director of theCompany.	4,344,366,252(100.00%)	Nil(0.00%)
	(vii) To re-elect Mr. Pun Chi Ping as anIndependent Non-executive Director of theCompany.	4,344,366,252(100.00%)	Nil(0.00%)
	(viii) To re-elect Ms. Leung Pik Har, Christine asan Independent Non-executive Director of theCompany.	4,344,366,252(100.00%)	Nil(0.00%)
	(ix) To authorise the Board of Directors to fix thedirectors’ remuneration.	4,344,366,252(100.00%)	Nil(0.00%)
3.	To re-appoint ZHONGHUI ANDA CPA Limited asauditor of the Company and to authorise the Boardof Directors to fix its remuneration.	4,344,366,252(100.00%)	Nil(0.00%)
4.	(i)To grant a general mandate to the directors ofthe Company to allot, issue and deal with theCompany’s shares, in terms as set out inordinaryresolution 4(A)in the Notice.	4,343,399,102(99.98%)	967,150(0.02%)
	(ii) To grant a general mandate to the directors ofthe Company to repurchase its own shares, interms as set out in ordinary resolution 4(B) inthe Notice.	4,344,366,252(100.00%)	Nil(0.00%)
	(iii) To approve the extension of the generalmandate to be granted to the directors of theCompany to allot, issue and deal with theCompany’s shares, in terms as set out inordinaryresolution 4(C)in the Notice.	4,343,399,102(99.98%)	967,150(0.02%)

2

	Ordinary Resolutions	Number ofFor	Votes(%)Against
5.	To approve the termination of the existing share	4,343,399,102	967,150
	option scheme and the adoption of the new share	(99.98%)	(0.02%)
	option scheme, in terms as set out in ordinary
	resolution 5 in the Notice.

As more than 50% of the votes were cast in favour of each of the above proposed resolutions, all the proposed resolutions were duly passed by the Shareholders as ordinary resolutions of the Company.

Tricor Tengis Limited, the Company’s branch share registrar in Hong Kong, acted as the scrutineer at the AGM for the purpose of vote-taking.

As at the date of the AGM, the total number of issued shares of the Company (the “ Shares ”) was 6,293,154,672, which was the total number of Shares entitling the Shareholders to attend and vote for or against on all the resolutions proposed at the AGM. There were no restrictions on the Shareholders to cast votes on any of the resolutions proposed at the AGM. There were no Shares entitling the Shareholders to attend and abstain from voting in favour of the resolutions at the AGM as set out in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and there were no Shares requiring the Shareholders to abstain from voting at the AGM under the Listing Rules. No parties have indicated in the circular of the Company dated 28 November 2016 that they intend to vote against or to abstain from voting on any resolutions proposed at the AGM.

By Order of the Board Birmingham International Holdings Limited Zhao Wenqing Chairman & Chief Executive Officer

Hong Kong, 30 December 2016

As at the date of this announcement, the Board comprises eight Directors, namely Mr. Zhao Wenqing (Chairman & Chief Executive Officer), Mr. Sue Ka Lok, Ms. Chan Yuk Yee, Mr. Yiu Chun Kong and Mr. Zhu Kai as Executive Directors; and Mr. To Yan Ming, Edmond, Mr. Pun Chi Ping and Ms. Leung Pik Har, Christine as Independent Non-executive Directors.

3